Auditor Report of MT Educare Ltd.

Mar 31, 2016

TO THE MEMBERS OF MT EDUCARE LIMITED.

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of MT Educare Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of the standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in the paragraph 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received, from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- refer note no. 25.1.(a).(i) to the standalone financial statements.

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our Independent Auditor''s Report to the members of the Company on the standalone financial statements for the year ended March 31, 2016, we report that:

i. (a) The Company has maintained location wise records of fixed assets in terms of value and quantity.

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. (a) As explained to us by the Management, the production/making of content requires various types of media to store the same.

The Management has physically verified such media CDs/ pen-drive/ SD Cards/ Tablets on which content is stored, at year end and we have relied on the certificate issued by the Management for the physical count.

(b) The procedure for physical verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of the business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. The Company has granted loans to five body corporate covered in the register maintained under Section 189 of the Companies Act, 2013 (''the Act'').

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.

(b) The principal amount and interest thereon are receivable on demand at the discretion of the Company. In our opinion and according to the information and explanation given to us, there is no irregularity found in receipt of the principal and interest in current reporting period.

(c) In respect of the said loans and interest thereon, there are no overdue amounts of more than Rupees One lakh.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v. In our opinion and according to the information and explanations given to us the Company has not accepted any deposits from the public so as to require any compliance of the directives of Reserve Bank of India or the provisions of section 73 or 76 of the Companies Act, 2013. As explained to us, the Company has not received any order passed by the Company Law Board or the National Company Law Tribunal or any court or other forum.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. (a) In our opinion and according to the information and explanations given to us, the Company is normally regular in depositing

undisputed statutory dues including Income-tax TDS, Service tax and any other applicable statutory dues to the appropriate authorities.

There are no outstanding statutory dues as on the last day of the current financial year for a period of more than six months from the date they became payable except the followings:

Nature of Statute

Nature of Dues

Amount (Rs, in lakhs)

Greater Chennai Corporation

Professional tax

0.48

The Gujarat state tax on Professions, Trades, callings and Employments Act, 1976

Professional tax

0.12

(b) Details of dues of income tax which have not been deposited as on March 31, 2016 on account of any dispute are given below:

Nature of Statute

Nature of Dues

Amount Involved (Rs, In lakhs)

Period to which the amount relates

Forum where the dispute is pending

The Income Tax Act,1961

Income Tax

57.48

A.Y. 2007-08

Rectification Pending before A.O.

The Income Tax Act,1961

Income Tax

53.77

A.Y. 2009-10

ACIT

The Income Tax Act,1961

Income Tax

13.34

A.Y. 2010-11

ACIT

The Income Tax Act,1961

Income Tax

1.03

A.Y. 2011-12

ACIT

The Income Tax Act,1961

Income Tax

37.18

A.Y. 2013-14

ACIT

The Income Tax Act,1961

Income Tax

11.49

A.Y. 2014-15

ACIT

viii. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to a bank. There are no outstanding loans and advances to financial institutions, government or debenture holders.

ix. During the year the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). The Company raised short term loan during period under audit and the amount were applied for the purpose for which it is raised.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. The Company is not a Nidhi Company as defined under section 406 of the Companies Act, 2013. Accordingly, reporting under this clause of the order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit. Hence, reporting requirements under this clause (xiv) are not applicable.

xv. On the basis of information and explanation given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, clause (xv) of the order is not applicable.

xvi. In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MT Educare Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Shaparia Mehta & Associates LLP

Chartered Accountants

(Firm''s Registration No.- 112350W / W-100051)

Sanjiv Mehta

Partner

Membership No.- 034950

Place of Signature: Mumbai

Date: May 17, 2016

Mar 31, 2015

1. Report on the Financial Statements

We have audited the accompanying financial statements of MT Educare
Limited, which comprise the Balance Sheet as at 31st March, 2015,
Statement of Profit and Loss and the cash flow statement for the year
then ended, and a summary of the significant accounting policies and
other explanatory information.

The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of the financial statements that
give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on the financial statements
based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment,including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Board of Directors,
as well as evaluating the overall presentation of the financial
statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

4. Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its profit and its cash flow for the year
ended on that date.

5. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.

(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.

(c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow
statement dealt with by this Report are in agreement with the books of
account.

(d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.

(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements- refer note no. 26.1.1
to the financial statements.

ii. The Company has made provision as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
Requirements' section of our report of even date)

The Annexure referred to in our Independent Auditors' Report to the
members of the Company on the standalone financial statements for the
year ended 31 March 2015, we report that:

i. (a) The Company has maintained location wise records of fixed
assets in terms of value and quantity.

(b) All fixed assets have not been physically verified by the
management during the year but there is an annual programme of
verification in a phased manner which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
As informed, no material discrepancies were noticed on such
verification.

ii. (a) As explained to us by the Management, the production/making of
content requires various types of media to store the same. The
Management has physically verified such media CDs/ pen-drive/ SD Cards/
Tablets on which content is stored, at year end and we have relied on
the certificate issued by the Management for the physical count.

(b) The procedure for physical verification of inventory followed by
the Management is reasonable and adequate in relation to the size of
the Company and the nature of the business.

(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.

iii. In respect of the loans, secured or unsecured, granted by the
Company to companies, firms or other parties covered in the register
maintained under Section 189 of the Companies Act, 2013.

(a) The principal amount and interest thereon are receivable on demand
at the discretion of the company. In our opinion and according to the
information and explanation given to us, there is no irregularity found
in receipt of the principal and interest in current reporting period.

(b) In respect of the said loans and interest thereon, there are no
overdue amounts of more than Rupees One lakh.

iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of fixed assets, for the purchase and sale of inventories and
for the sale of services. During the course of our audit no major
weakness has been noticed in the internal control system in respect of
these areas.

v. In our opinion and according to the information and explanations
given to us the Company has not accepted any deposits from the public
so as to require any compliance of the directives of Reserve Bank of
India or the provisions of section 73 or 76 of the Companies Act, 2013.
As explained to us, the Company has not received any order passed by
the Company Law Board or the National Company Law Tribunal or any court
or other forum.

vi. We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014
prescribed by the Central Government under Section 148(1)(d) of the
Companies Act, 2013 and are of the opinion that, prima facie, the
prescribed accounts and cost records have been maintained. We have,
however, not made a detailed examination of the cost records with a
view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Income Tax, Sales Tax/ Value
Added Tax, Service Tax and material statutory dues have been regularly
deposited during the year by the Company with the appropriate
authorities. As explained to us, the Company did not have any dues on
account of Employees' State Insurance, Wealth Tax, Customs Duty and
Excise Duty.

According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Income Tax,
Sales Tax/ Value Added Tax, Service Tax and other material statutory
dues were in arrears as at 31st March 2015 for a period of more than
six months from the date they became payable.

(b) Details of dues of income tax which have not been deposited as on
March 31, 2015 on account of any dispute are given below:

Rs. in lakhs

Nature Nature Amount Period Forum
of of Dues Involved to which where the
Statute the dispute is
amount pending
relates

(c) The Company was not required to transfer any amount to investor
education and protection fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules made there
under.

viii. The Company has no accumulated losses as on 31st March, 2015.
The Company has not incurred any cash losses in the Current financial
year and in the immediately preceding financial year.

ix. Based on our audit procedures and on the information and
explanation given to us, in our opinion the Company has not defaulted
in repayment of dues to a bank as at the Balance sheet date and did not
have any amount outstanding to financial institutions or debenture
holders.

x. The Company has given guarantees for loans taken by others from
banks and financial institutions. According to the information and
explanations given to us, we are of the opinion that the terms and
conditions thereof are not prima facie prejudicial to the interest of
the Company.

xi. The Company has raised term loans during the year and the same has
been applied for the purposes for which they were raised.

xii. During the course of our examination of the books and records of
the Company and according to the information and explanations given to
us, no material fraud on or by the Company has been noticed by us or
reported by the management.

1. We have audited the accompanying Financial Statements of MT Educare
Limited, which comprise the Balance Sheet as at 31st March 2014, and
the Statement of Profit and Loss and Cash Flow for the year ended on
that date, and a summary of significant accounting policies and other
explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these Financial
Statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards notified under the Companies Act, 1956 ("the
Act") read with the General Circular 15/2013 dated 13th September 2013
of the Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the Financial Statements that give a
true and fair view and are free from any material misstatement, whether
due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these Financial
Statements based on our audit. We conducted the audit in accordance
with the standard on auditing issued by The Institute of Chartered
Accountants of India. Those Standards required that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the Financial Statements are free
from material misstatement.

4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosure in the Financial Statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risk of material misstatement of the Financial
Statements, whether due to fraud or error. In making those risk
assessments, the auditor consider internal control relevant to the
Company''s preparation and fair presentation of the Financial Statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity''s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the Financial Statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

Opinion

5. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by The Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;

b. in the case of the Statement of Profit and Loss Account, of the
profit for the year ended on that date and

c. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Report on other legal and Regulatory Requirements

6. As required by The Companies (Auditors'' Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of The Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.

7. As required by section 227(3) of The Companies Act, 1956, we report
that:

(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

(ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;

(iii) The Balance Sheet, Statement of Profit and Loss Account and Cash
Flow Statement dealt with by this report are in agreement with the
books of accounts;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss
Account and Cash Flow Statement dealt with by this report comply with
the accounting standards notified under the Companies Act, 1956 read
with the General Circular 15/2013 dated 13th September 2013 of the
Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013;

(v) On the basis of written representations received from the
directors, as on 31st March 2014 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March 2014 from being appointed as a director in terms of clause
(g) of sub section (1) of Section 274 of The Companies Act, 1956.

(vi) Since the central government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of The
Companies Act, 1956 nor has it issued any rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT
Referred to in paragraph 6 of our report of even date

i. (a) The Company has maintained location wise records of fixed assets
in terms of value and quantity. [Paragraph 4(i)(a)]

(b) All fixed assets have not been physically verified by the
management during the year but there is an annual programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. As informed, no
material discrepancies were noticed on such verification. [Paragraph
4(i)(b)]

(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year. [Paragraph 4(i)(c)]

ii. (a) The inventory has been physically verified during the year by
the management. In our opinion, the frequency of verification is
reasonable. [Paragraph 4(ii)(a)]

(b) The procedure for physical verification of physical inventory
followed by the Management is reasonable and adequate in relation to
the size of the Company and the nature of the business. [Paragraph
4(ii)(b)]

(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification. [Paragraph 4(ii)(c)]

iii. (a) According to the information and explanations given to us the
Company has granted unsecured loan to one party covered in the register
maintained under Section 301 of the companies Act 1956. The Closing
Balance as on 31.03.2014 is Rs. 757.46 lakhs and the maximum balance
outstanding during the year is Rs. 757.46 lakhs. [Paragraph 4(iii)(a)].

Amount
Particulars No.of Amount Parties (Rs In Lakhs)

Opening balance 1 333.79

Loan granted during the year 2 268.67

Loan recovered during the year 1 50.00

Closing balance 2 757.46

b) No Interest is charged on the unsecured loans. In our opinion and
according to the information and explanations given to us, the terms
and conditions of such loans are not prima facie prejudicial to the
interest of the Company. [Paragraph 4(iii)(b)]

(c) In the absence of specified due dates for the repayment of loans
granted, the question of irregularity does not arise. [Paragraph
4(iii)(c)]

(d) As the loan is payable on demand, there is no overdue amount of
more than Rupees One lakh. [Paragraph 4(iii) (d)]

(e) The Company has taken unsecured loan from one company covered in
the register maintained under Section 301 of the Act. The maximum
amount involved during the year and the year-end balance of such loan
is Rs. 201.56 Lakhs and Rs. 193.45 Lakhs respectively. [Paragraph 4(iii)
(e)]

Amount
Particulars No.of Amount Parties (Rs In Lakhs)

Opening balance 0 0.00

Loan granted during the year 1 368.21

Loan recovered during the year 1 174.76

Closing balance 1 193.45

(f) No Interest is paid on the unsecured loans. In our opinion and
according to the information and explanations given to us, the terms
and conditions of such loans are not prima facie prejudicial to the
interest of the Company. [Paragraph 4(iii)(f)]

(g) In the absence of specified due dates for the repayment of loans
granted, the question of irregularity does not arise. [Paragraph
4(iii)(g)]

iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of fixed assets, for the purchase and sale of inventories and
for the sale of services. During the course of our audit no major
weakness has been noticed in the internal control system in respect of
these areas. [Paragraph 4(iv)]

v. (a) To the best of our knowledge and according to the information
and explanations given to us, we are of the opinion that the
particulars of contracts or arrangements referred to in Section 301 of
the Act that need to be entered into the register maintained under
Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations
given to us, in respect of lecture services rendered, these being of
professional nature, the market values are not readily ascertainable.
The transactions made in pursuance of such contract or arrangements are
made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the
meaning of Sections 58A and 58AA or any other relevant provisions of
the Act and the rules framed there under. [Paragraph 4(vi)]

vii. In our opinion, the Company has an internal audit system which is
commensurate with the size of the Company and the nature of its
business. [Paragraph 4(vii)]

viii. To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of Section 209 of the Companies Act, 1956 for
the products of the Company. [Paragraph 4(viii)]

ix. (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues applicable to it.

Details of dues of income tax which have not been deposited as on March
31, 2014 on account of any dispute are given below:

Nature of Statute Nature of Amount
Dues Involved (Rs Lakhs)

The Income-Tax Act,1961 Income Tax 53.65

The Income-Tax Act,1961 Income Tax 9.95

The Income-Tax Act,1961 Income Tax 1.03

The Income-Tax Act,1961 Income Tax 0.10

Nature of Statute Period to which the Forum where the dispute
amount relates is pending
The Income-Tax Act,1961 A.Y. 2009-10 Income Tax Appellate
Tribunal
The Income-Tax Act,1961 A.Y. 2010-11 Income Tax Tribunal

The Income-Tax Act,1961 A.Y. 2011-12 ACIT

The Income-Tax Act,1961 A.Y. 2012-13 DetermindU/S143(1)(a)
(b) According to the information and explanations given to us, there
are no undisputed amounts payable for a period of more than six months
from the date they became payable in respect of statutory dues
applicable to it except Service Tax amounting to Rs. 17.02 Lakhs.

x. The Company has no accumulated losses as on 31st March, 2014. The
Company has not incurred any cash losses in the Current financial year
and in the immediately preceding financial years hence clause (x) of
Paragraph 4 of the order is not applicable to the Company. [Paragraph
4(x)]

xi. Based on our audit procedures and on the information and
explanation given to us, in our opinion the Company has not defaulted
in repayment of dues to a bank as at the Balance sheet date. The
Company has no dues in respect of a financial institution and has not
issued any debentures during the year. [Paragraph 4(xi)]

xii. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities. [Paragraph 4(xii)]

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit/ society. Therefore the provisions of clause 4(xiii) of the
order are not applicable to the Company. [Paragraph 4(xiii)]

xiv. In our opinion and according to the information and explanations
given to us, the Company is not a dealer or trader in securities. The
Company has invested surplus funds in mutual funds. According to the
information and explanations given to us, proper records have been
maintained of the transactions and contracts and timely entries have
been made therein. The mutual fund units have been held by the Company,
in its own name. [Paragraph 4(xiv)]

xv. In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year. [Paragraph
4(xv)]

xvi. In our opinion and according to the information and explanations
given to us, the Company has not availed any term loan during the year
covered by our report. [Paragraph 4(xvi)

xvii. According to the information and explanations given to us and on
an overall examination of the Balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment. [Paragraph 4(xvii)]

xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year. [Paragraph 4(xviii)]

xix. In our opinion and according to the information and explanations
given to us, the Company has not issued any debentures during the year
covered by our report. [Paragraph 4(xix)]

xx. We have verified the end use of money raised by public issue from
the draft prospectus filed with SEBI, the offer document and as
disclosed in the notes to the Financial Statements. [Paragraph 4(xx)]

xxi. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management. [Paragraph
4(xxi)]

1. We have audited the accompanying Financial Statements of MT Educare
Limited, which comprise the Balance Sheet as at 31 March, 2013, and the
Statement of Profit and Loss and Cash Flow for the year ended on that
date, and a summary of significant accounting policies and other
explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these Financial
Statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of The Companies Act, 1956. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the Financial Statements that give a
true and fair view and are free from any material misstatement, whether
due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these Financial
Statements based on our audit. We conducted the audit in accordance
with the standard on auditing issued by The Institute of Chartered
Accountants of India. Those Standards required that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the Financial Statements are free
from material misstatement.

4. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosure in the Financial Statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risk of material misstatement of the Financial
Statements, whether due to fraud or error. In making those risk
assessments, the auditor consider internal control relevant to the
Company''s preparation and fair presentation of the Financial Statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the Financial Statements. We believe that the audit
evidence we have obtained is suficient and appropriate to provide a
basis for our audit opinion.

Report on other legal and Regulatory Requirements

5. As required by The Companies (Auditors'' Report) Order, 2003 issued
by the Central Government of India in terms of sub- section (4A) of
Section 227 of The Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.

6. As required by Section 227(3) of The Companies Act, 1956, we report
that:

(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

(ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;

(iii) The Balance Sheet, Statement of Profit and Loss Account and Cash
Flow Statement dealt with by this report are in agreement with the
books of accounts;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss
Account and Cash Flow Statement dealt with by this report comply with
the accounting standards referred to in sub-section (3C) of Section 211
of The Companies Act, 1956;

(v) On the basis of written representations received from the
Directors, as on 31 March, 2013 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31 March, 2013 from being appointed as a Director in terms of clause
(g) of sub- section (1) of Section 274 of The Companies Act, 1956.

(vi) Since the central government has not issued any notification as to
the rate at which the cess is to be paid under Section 441A of The
Companies Act, 1956 nor has it issued any rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.

Opinion

7. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by The Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:

a) in the case of the Balance Sheet, of the state of afairs of the
Company as at 31 March, 2013;

b) in the case of the Statement of Profit and Loss Account, of the
profit for the year ended on that date and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Referred to in paragraph 5 of our report of even date

i. (a) The Company has maintained location wise records of fixed assets
in Excel sheet in terms of value and quantity.

(b) All fixed assets have not been physically verified by the
management during the year but there is an annual programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. As informed, no
material discrepancies were noticed on such verification. [Paragraph
4(i)(b)]

(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year. [Paragraph 4(i)(c)]

ii. (a) As explained to us by the Management, the production/ making of
content requires various types of media to store the same. The
Management has physically verified such media CDs on which content is
stored, at year end and we have relied on the certificate issued by the
Management for the physical count. [Paragraph 4(ii)(a)]

(b) The procedure for physical verification of inventory followed by
the Management is reasonable and adequate in relation to the size of
the Company and the nature of the business. [Paragraph 4(ii)(b)]

(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification. [Paragraph 4(ii)(c)]

iii. (a) According to the information and explanations given to us the
Company has granted unsecured loan to two parties covered in the
register maintained under Section 301 of the Companies Act, 1956. The
Closing Balance as on 31 March, 2013 is Rs. 3.79 lakhs and the maximum
balance outstanding during the year is Rs. 23.27 lakhs. [Paragraph
4(iii)(a)].

No of Amount
Particulars ,, Parties (Rs. in lakhs)

Opening balance 1 1.79

Loan granted during
the year 2 23.27

Loan recovered
during the year 1 21.27

Closing balance 1 3.79

b) No Interest is charged on the unsecured loans. In our opinion and
according to the information and explanations given to us the terms and
conditions of such loans are not prima facie prejudicial to the
interest of the Company. [Paragraph 4(iii)(b)]

(c) In the absence of specified due dates for the repayment of loans
granted, the question of irregularity does not arise [Paragraph
4(iii)(c)]

d) As the loan is payable on demand, there is no overdue amount of more
than Rupees One lakh. [Paragraph 4(iii) (d)]

(e) The Company has not taken any loans, secured or unsecured from the
Companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act,1956. Hence, the question of
reporting under subÂ clause (e) to (g) does not arise.

iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of fixed assets, for the purchase and sale of inventories and
for the sale of services. During the course of our audit no major
weakness has been noticed in the internal control system in respect of
these areas. [Paragraph 4(iv)]

v. (a) To the best of our knowledge and according to the information
and explanations given to us, we are of the opinion that the
particulars of contracts or arrangements referred to in Section 301 of
the Act that need to be entered into the register maintained under
Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations
given to us, in respect of lecture services rendered, these being of
professional nature, the market values are not readily ascertainable.
The transactions made in pursuance of such contract or arrangements are
made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the
meaning of Sections 58A and 58AA or any other relevant provisions of
the Act and the rules framed there under. [Paragraph 4(vi)]

vii. In our opinion, the Company has an internal audit system which is
commensurate with the size of the Company and the nature of its
business. [Paragraph 4(vii)]

viii. To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of Section 209 of the Companies Act, 1956 for
the products of the Company. [Paragraph 4(viii)]

ix. (a) According to the information & explanations given to us, the
Company is regular in depositing with appropriate authorities
undisputed statutory dues applicable to it and there is no undisputed
amount payable for a period of more than six months from the date they
became payable in respect of statutory dues applicable to it.
[Paragraph 4(ix)(a)]

(b) As at 31 March, 2013, according to the records of the Company and
the information & explanation given to us, following are the
particulars of disputed dues (provided/considered as contingent
liabilities, as appropriate) on account of income tax which have not
been deposited.

Nature of
Statute Nature of Dues Amount
Involved Period to
which Forum where the
dispute is
(Rs.in
lakhs) the
amount
relates pending

x. The Company has no accumulated losses as on 31 March, 2013. The
Company has not incurred any cash losses in the Current financial year
and in the immediately preceding financial years hence clause (x) of
Paragraph 4 of the order is not applicable to the Company. [Paragraph
4(x)]

xi. Based on our audit procedures and on the information and
explanation given to us, in our opinion the Company has not defaulted
in repayment of dues to a bank as at the Balance sheet date. The
Company has no dues in respect of a financial institution and has not
issued any debentures during the year. [Paragraph 4(xi)]

xii. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities. [Paragraph 4(xii)]

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit society. Therefore the provisions of clause 4(xiii) of the
order are not applicable to the Company. [Paragraph 4(xiii)]

xiv. In our opinion and according to the information and explanations
given to us, the Company is not a dealer or trader in securities. The
Company has invested surplus funds in mutual funds. According to the
information and explanations given to us, proper records have been
maintained of the transactions and contracts and timely entries have
been made therein. The mutual fund units have been held by the Company,
in its own name. [Paragraph 4(xiv)]

xv. In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year. [Paragraph
4(xv)]

xvi. In our opinion and according to the information and explanations
given to us, the Company has not availed any term loan during the year
covered by our report. [Paragraph 4(xvi)

xvii. According to the information and explanations given to us and on
an overall examination of the Balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment. [Paragraph 4(xvii)]

xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year. [Paragraph 4(xviii)]

xix. In our opinion and according to the information and explanations
given to us, the Company has not issued any debentures during the year
covered by our report. [Paragraph 4(xix)]

xx. We have verified the end use of money raised from public issue as
disclosed in the notes to the Financial Statements with respect to the
prospectus filed with SEBI. [Paragraph 4(xx)]

xxi. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management. [Paragraph
4(xxi)]
For Shaparia & Mehta

Chartered Accountants

FRN No. 112350W

Sanjiv B. Mehta

Partner

Membership No.: 034950

Place : Mumbai

Date : 15 May, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of MT EDUCARE LIMITED
("the Company") (Earlier MT EDUCARE PRIVATE LIMITED), as at 31st March,
2012, the Statement of Profit and Loss & Cash Flow Statement for the
year ended on that date annexed thereto. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.

2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as
amended by the Companies (Auditor's Report) (Amendment) Order,2004,
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of the Companies Act, 1956 and on the basis of such
checks of the books and records of the Company as we considered
appropriate and according to the information and explanations given to
us, we set out in the Annexure a statement on the matters specified in
paragraph 4 & 5 of the said order.

4. Further to our comments, in the Annexure referred to in Paragraph 3
above, we report that:-

i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examinations of
those books;

iii. The Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;

iv. In our opinion, the Balance Sheet, the Statement of Profit and Loss
and Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of
the Companies Act, 1956.

v. On the basis of written representations received from the Directors,
as on 31st March 2012, and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2012 from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with notes thereon and attached thereto, give in the prescribed manner
the information required by the Companies Act, 1956 and give a true and
fair view in conformity with the accounting principles generally
accepted in India:

a) in the case of the Balance Sheet, of the State of the Affairs of the
Company as at 31st March, 2012;

b) in the case of the Statement of Profit & Loss, of the Profit for the
year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Annexure to the Auditors' Report

i. (a) The Company has maintained location wise records of fixed assets
in excel sheet in terms of value and quantity. [Paragraph 4(i)(a)]

(b) All fixed assets have not been physically verified by the
management during the year but there is an annual programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. As informed, no
material discrepancies were noticed on such verification. [Paragraph
4(i)(b)]

(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year. [Paragraph 4(i)(c)]

ii. The Company is engaged in providing services and primarily engaged
in the business of providing commercial training and coaching.
Accordingly it does not hold any physical inventory, thus the
provisions of Paragraph 4(ii) of the order are not applicable to the
Company. [Paragraph 4(ii)(a), 4(ii)(b) and 4(ii)(c)]

iii. (a) According to the information and explanations given to us the
Company has granted unsecured loan to one party covered in the register
maintained under section 301 of the Companies Act 1956. [Paragraph
4(iii)(a)]. The Closing Balance as on 31.03.2012 is Rs. 1.79 lakhs and
the maximum balance outstanding during the year is Rs. 1.79 lakhs.

Particulars No of Amount
Parties (Rs. in lakhs)

Opening balance 1 0.17

Loan granted during the year 1 1.62

Loan recovered during the year 0 0.00

Closing balance 1 1.79

(b) No Interest is charged on the unsecured loans. In our opinion and
according to the information and explanations given to us the terms and
conditions of such loans are not prima facie prejudicial to the
interest of the Company. [Paragraph 4(iii)(b)]

(c) In the absence of specified due dates for the repayment of loans
granted, the question of irregularity does not arise [Paragraph
4(iii)(c)]

(d) In respect of the aforesaid loans, there is no overdue amount of
more than Rs. One lakh. [Paragraph 4(iii) (d)]

(e) The Company has not taken any loans, secured or unsecured from the
Companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956. Hence the question of
reporting under Paragraph 4(iii)(e), 4(iii)(f), and 4(iii)(g) does not
arise.

iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of fixed assets and for the sale of services. During the
course of our audit no major weakness has been noticed in the internal
control system in respect of these areas. The activities of the Company
do not involve purchase of inventory and sale of goods. [Paragraph
4(iv)]

v. (a) To the best of our knowledge and according to the information
and explanations given to us, we are of the opinion that the
particulars of contracts or arrangements referred to in Section 301 of
the Act that need to be entered into the register maintained under
Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations
given to us, in respect of lecture services rendered, these being of
professional nature, the market values are not readily ascertainable.
The transactions made in pursuance of such contract or arrangements are
made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the
meaning of Sections 58A and 58AA or any other relevant provisions of
the Act and the rules framed there under. [Paragraph 4(vi)]

vii. In our opinion, the Company has an internal audit system which is
commensurate with the size of the Company and the nature of its
business. [Paragraph 4(vii)]

viii. To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance cost records under clause (d)
of sub-section (1) of Section 209 of the Companies Act, 1956 for the
products of the Company. [Paragraph 4(viii)]

ix. According to information and explanations given to us and according
to the books and records examined by us, in our opinion, the Company is
generally regular in depositing with appropriate authorities undisputed
statutory dues including provident fund, income tax, service tax, cess
and other material statutory dues applicable to it. [Paragraph
4(ix)(a)]

Details of dues of income tax which have not been deposited as on March
31, 2012 on account of any dispute are given below [Paragraph
4(ix)(b)]:

Nature of
Statute Nature of
Dues Amount
Involved Period to
which the Forum
where the
(Rs. lakhs) amount
relates. dispute is
pending.

x. The Company has no accumulated losses as on 31st March, 2012. The
Company has not incurred any cash losses in the Current financial year
and in the immediately preceeding financial years hence clause (x) of
Paragraph 4 of the order is not applicable to the Company. [Paragraph
4(x)]

xi. Based on our audit procedures and on the information and
explanation given to us, in our opinion the Company has not defaulted
in repayment of dues to banks as at the balance sheet date. The Company
has no dues in respect of financial institutions and has not issued any
debentures during the year. [Paragraph 4(xi)]

xii. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities. [Paragraph 4(xii)]

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit/ society. Therefore the provisions of clause 4(xiii) of the
order are not applicable to the Company. [Paragraph 4(xiii)]

xiv. In our opinion and according to the information and explanations
given to us, the Company is not a dealer or trader in securities. The
Company has invested surplus funds in mutual funds. According to the
information and explanations given to us, proper records have been
maintained of the transactions and contracts and timely entries have
been made therein. The mutual fund units have been held by the Company,
in its own name. [Paragraph 4(xiv)]

xv. In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year. [Paragraph
4(xv)]

xvi. In our opinion and according to the information and explanations
given to us, the Company has not availed any term loan during the year
covered by our report. [Paragraph 4(xvi)]

xvii. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment. [Paragraph 4(xvii)]

xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year. [Paragraph 4(xviii)]

xix. In our opinion and according to the information and explanations
given to us, the Company has not issued any debentures during the year
covered by our report. [Paragraph 4(xix)]

xx. The Company concluded its initial public offering on March 29,
2012, with the allotment of shares on April 10, 2012. The Company is
yet to utilise any monies raised through the issue as of March 31,
2012, and it has deposited the money in Escrow account with Axis Bank
Ltd. and ICICI Bank Ltd. [Paragraph 4(xx)]

xxi. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management. [Paragraph
4(xxi)]

For Shaparia & Mehta

Chartered Accountants

Firm Reg No:112350W

Sanjiv B Mehta

Partner

Place: Mumbai Membership No.: 034950

Date : 26 May, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of MT EDUCARE LIMITED
(Earlier MT Educare Pvt. Ltd.), as at 31st March, 2011, the Profit and
Loss Account & Cash Flow Statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as
amended by the Companies(Auditor's Report)(Amender) Order,2004,
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of the Companies Act, 1956 of India and on the basis
of such checks of the books and records of the company as we considered
appropriate and according to the information and explanations given to
us, we set out in the Annexure a statement on the matters specified
in paragraph 4 & 5 of the said order.

4. Further to our comments, in the Annexure referred to in Paragraph 3
above, we report that.-

i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

ii. In our opinion, proper books of account as required by law have
been kept by the company so far as appears from our examinations of
those books;

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit and Loss Account and
Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.

v. On the basis of written representations received from the Directors,
as on 31st March 2011, and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March,
2011 from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with notes thereon and attached thereto, give ,n the prescribed manner
the information required by the Companies Act, 1956 and give a true and
fair view in conformity with the accounting principles generally
accepted in India: '

a) in the case of the Balance Sheet, of the State of the Affairs of the
Company as at 31st March. 2011;

b) in the case of the Profit & Loss Account, of the Profit for the year
ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN PARAGRAPH (3) OF OUR
REPORT OF EVEN DATE

i. (a) The Company has maintained location wise records of fixed assets
in excel sheet in terms of value and quantity.

(b) All fixed assets have not been physically verified by the
management during the year but there ,5 an annual programme of
verification which, in our opinion, ,5 reasonable having regard to the
size of the Company and the nature of its assets. As informed, no
material discrepancies were noticed on such verification. [Paragraph)

(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company clunk the year. paragraph 4(i)(c)]

ii. (a) The Company is engaged in providing services and primarily
engaged in the business of providing commercial training and coaching.
Accordingly it does not hold any physical inventor/, thus the
provisions of Paragraph 4(ii) of the order are not applicable to the
Company. [Paragraph 400(a)]

iii. (a) According to the information and explanations given to us the
Company has granted unsecured loan to three parties covered in the
register maintained under section 301 of the companies Act 1956.
[Paragraph 4(iii)(a)].The Closing Balance as on 31.03.2011 is
Rs.21,25,000 and the maximum balance outstanding during the year is Rs
5,29,66,507.

Particulars No of Parties Amount (Rs.)

Opening balance 2 24,75,000

Loan granted
during the year 1 5,04,91,507

Loan Recovered 'during
the year" 2 5,08,41,507

Closing balance 1 21,25,000

b) Interest is charged on two of the unsecured loans. In our opinion
and according to the information and explanations given to us the terms
and conditions of such loans are not prima facie prejudicial to the
interest of the Company. [Paragraph 4(iii)(b)l

(c) In the absence of specified due dates for the repayment of loans
ranted, the question of irregularity does not arise [Paragraph
4(iii)(c)]

(d) In respect of the aforesaid loans, there is no overdue amount of
more than Rupees One lakh [Paragraph 4(iii)(d)

(e) The Company has not taken any loans, secured or unsecured from the
Companies, firms or other parties covered in the Register maintained
under section 301 of the Companies Act, 1956.hencethe question of
reporting under sub- clause 'e)to (g) does not arise.

iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the company and the nature of its business, for the
purchase of fixed assets and for the sale of services. During the
course of our audit no major weakness has been noticed in the internal
control system in respect of these - areas. The activities of the
Company do not involve purchase of inventory and sale of goods.
[Paragraph 4(iv)

v (a) To the best of our knowledge and according to the information and
explanations given to us, we are of the opinion that the particulars of
contracts or arrangements referred to in section 301 of the Act that
need to be entered into the register maintained under Section 301 have
been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations
given to us, in respect of lecture services rendered, these being of
professional nature, the market values are not readily ascertainable.
The transactions made in pursuance of such contract or arrangements are
made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the
meaning of Sections 58A and 58AA or any other relevant provisions of
the Act and the rules framed there under. [Paragraph 4(vi)l

vii. In cur opinion, the Company has an internal audit system which ,s
commensurate with the size of the Company and the nature of its
business. [Paragraph 4(vii)l vÃi. To the best of our knowledge and as
explained, the Central Government has not prescribed maintenance of
cost records under clause (d) of sub-section (t) of section 209 of the
Companies Act, 1956 for the products of the company. [Paragraph
4(viii)]

ix. (a) According to information and explanations given to us and
according to the books and records examined by us, in our opinion, the
company is generally regular in depositing with appropriate authorities
undisputed statutory dues including provident fund, income tax, service
tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us,
[Paragraph 4(ix)(b)] 'Income tax demand of Rs.57,48,303 pertaining to
Assessment year 2007-2008 has not been deposited on account of appeal
being filed with Income Tax Tribunal against the order of Commissioner
of Income Tax (Appeal)

x. As the Company is registered for the period of less than five years,
the provision of accumulated losses equal to or more than 50% of net
worth and cash losses in such financial year and in the immediately
preceding financial year under clause (x) of Paragraph 4 of the order
are not applicable to the company. [Paragraph 4(x)]

xi. Based on our audit procedures and on the information and
explanation given to us, in our opinion the company has not defaulted
in repayment of dues to a bank as at the balance sheet date. The
company has no dues in respect of a financial institution and has not
issued any debentures during the year. [Paragraph 4(xi)

xii. According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities. [Paragraph 4(xii)]

xiii. In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit/ society. Therefore the provisions of clause 4(xiii) of
the order are not applicable to the company. [Paragraph 4(xiii)

xiv. In our opinion and according to the information and explanations
given to us, the Company is not a dealer or trader in securities. The
Company has invested surplus funds in mutual funds.

According to the information and explanations given to us, proper
records have been maintained of the transactions and contracts and
timely entries have been made therein. The mutual fund units have been
held by the Company, in its own name. [Paragraph 4(xiv)

xv. In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
Paragraph 4(xv)

xvi. In our opinion and according to the information and explanations
given to us, the Company has not availed any term loan during the year
covered by our report. [Paragraph 4(xvi)

xvii According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, we report
that the no funds raised on short-term basis have been used for
long-term investment. [Paragraph 4(xv)

xviii. The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
Section 301 of the Act during the year. [Paragraph 4(xviii)

xix. In our opinion and according to the information and explanations
given to us, the Company has not issued any debentures during the year
covered by our report. [Paragraph 4(xix)[

xx. The Company has not raised any money by public issues during the
year and accordingly the provisions of Clause 4 (xx) of the order are
not applicable to the Company. [Paragraph 4(xx)]

xx,. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management. [Paragraph
4(xxi)]